Master Services Agreement
This Master Services Agreement (the “Agreement”) is entered into as of Date signed — Customer between [Customer legal name] (the “Customer”) and [Service provider legal name] (the “Provider”).
1. Structure
This Agreement sets the terms for all services the Provider performs for the Customer. Specific work is described in statements of work (each an “SOW”) signed by both parties. Each SOW is governed by this Agreement; if an SOW conflicts with this Agreement, this Agreement controls unless the SOW expressly says otherwise.
2. Services
The Provider will perform the services described in each SOW in a professional and workmanlike manner, using appropriately qualified personnel.
3. Fees and payment
The Customer will pay the fees set out in each SOW. Unless an SOW says otherwise, the Provider invoices monthly in arrears and invoices are due within [thirty (30)] days. Late amounts may bear interest at [1]% per month or the maximum allowed by law, if less. Fees exclude taxes, which the Customer pays other than taxes on the Provider's income.
4. Change orders
Either party may request changes to an SOW. A change takes effect only when both parties sign a written change order describing the effect on scope, schedule and fees.
5. Confidentiality
Each party will protect the other's non-public information with reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisors who need to know it. These duties survive for [three (3)] years after this Agreement ends.
6. Intellectual property
On full payment, the Customer owns the deliverables identified in an SOW. The Provider keeps its pre-existing materials, tools and general know-how, and grants the Customer a non-exclusive, perpetual license to use any of them included in the deliverables.
7. Warranties
Each party warrants it has authority to enter this Agreement. The Provider warrants the services will conform to the applicable SOW for [thirty (30)] days after delivery and will re-perform non-conforming services at no charge. Except as stated, no other warranties are given.
8. Limitation of liability
Neither party is liable for indirect, incidental or consequential damages or lost profits. Each party's total liability under this Agreement is limited to the fees paid or payable in the [twelve (12)] months before the claim, except for breach of confidentiality or a party's indemnity obligations.
9. Indemnification
Each party will defend and indemnify the other against third-party claims arising from its gross negligence, willful misconduct or violation of law. The Provider will also defend the Customer against claims that the deliverables infringe a third party's intellectual property.
10. Term and termination
This Agreement lasts [two (2)] years and renews for one-year terms unless either party gives [sixty (60)] days' notice. Either party may terminate on [thirty (30)] days' written notice, or immediately if the other materially breaches and fails to cure within [thirty (30)] days of notice. The Customer pays for work performed through termination.
11. General
The Provider is an independent contractor. This Agreement is governed by the laws of the State of [State], with venue in [County, State]. Notices must be in writing to the addresses below. This Agreement and its SOWs are the entire agreement and may be amended only in writing signed by both parties.
Signatures
Customer
Signature: Signature — Customer
Name: Full name — Customer
Date: Date signed — Customer
Service provider
Signature: Signature — Service provider
Name: Full name — Service provider
Date: Date signed — Service provider